In our announcement dated 23 December 2024, it was disclosed that our subsidiary Tek-Art Kalamış ve Fenerbahçe Marmara Turizm Tesisleri A.Ş. (Tek-Art) is invited to sign the tender agreement on 5 February 2025 regarding the privatization of the Fenerbahçe-Kalamış Yacht Marina for a period of 40 years with the ‘granting of operating rights’ method as announced by the Republic of Turkey Ministry of Treasury and Finance, Privatization Administration (ÖİB) as the second highest bidder with its bid amounting to USD 504,000,000 and that the assessments regarding the matter are ongoing.

Following the aforementioned assessments, it has been resolved and notified to the ÖİB that Tek-Art’s wholly owned subsidiary Kalamış ve Fenerbahçe Marina İşletmeciliği A.Ş. (Kalamış A.Ş.) will sign the agreement regarding the granting of Fenerbahçe-Kalamış Yacht Marina’s operating rights for a period of 40 years, and that an amount of USD 176,400,000 , which corresponds to 35% of the total USD 504,000,000 consideration, will be paid on the signing date of the agreement, and that the remaining amount (for which Kalamış A.Ş. will provide letters of guarantee) will be paid in 60 months and 5 equal installments with an interest rate of SOFR + 3% in accordance with tender specifications. In this regard, in the extraordinary general assembly meeting of Tek-Art, in which we hold approximately 33.8% of the shares, it was resolved to increase the current paid-in capital of TL 134,687,160 by TL 226,785,714 to a total of TL 361,472,874 , and that the pre-emption rights are to be exercised at 0,28 TL per share with a nominal value of 0,01 TL in accordance with the company value determined by KPMG Yönetim Danışmanlığı A.Ş.. Koç Holding decided to participate in this capital increase with a total amount of TL 6,349,999,992 by exercising both the pre-emption rights corresponding to the shares it holds in Tek-Art and the unexercised pre-emption rights of other shareholders, and the relevant amount was paid in cash. As a result of the capital increase, our company’s share in Tek-Art reaches approximately 75.3%.

Additionally, according to the tender specifications, Kalamış A.Ş. is required to complete necessary construction works in accordance with the legislation and to ensure that Fenerbahçe-Kalamış Yacht Marina becomes at least a 4-anchor yacht marina within a period of 10 years starting from the signing date of the agreement. In this regard, under the current assumptions, an investment amounting to USD 150 million is expected to be made within this period.

No decision regarding the financing method for future payments is made at this stage, and the matter will be assessed according to the market conditions at the relevant time.

Material developments will be duly disclosed.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.